Blueprint





 







Exhibit
10.1 




PROMISSORY NOTE


 


 


$50,000  September
18, 2018


 


 


For
value received, True Drinks Holdings, Inc., a Nevada corporation
("Borrower"), promises to
pay to the order of Food Labs, Inc., a Nevada corporation, or its
assigns ("Lender"), the sum
of Fifty Thousand Dollars ($50,000.00) (the "Principal Amount"), interest at the
rate of five percent (5%) annually from the date hereof, and the
Lender’s Fee on the Principal Amount, at the rate of interest
specified herein.


 


1.       A
Lender’s Fee equal to one percent (1%), or Five Hundred
Dollars ($500) (the “Lender’s Fee”), will be
payable to Lender. A final payment of the Maturity Obligations (as
hereinafter defined) shall be due and payable on December 31, 2019
(the "Maturity
Date").


 


2.       As
used herein, "Maturity
Obligations" shall mean the entire outstanding principal
amount, together with accrued interest and the Lender’s Fee,
as provided for herein, and all other sums due and unpaid
hereunder.


 


3.       All
payments due under this Note are payable to such place as Lender or
other holder hereof shall notify Borrower in writing.


 


4.       All
payments received by Lender on this Note shall be applied by Lender
as follows: first, to the payment of delinquency or "late" charges,
if any; second, to Lender Fee as provided in paragraph 1 hereof;
third, to the payment of accrued and unpaid interest on the
Principal Amount; and fourth, to the reduction of the Principal
Amount.


 


5.       Any
portion of the Principal Amount, accrued interest thereon, or
Lender’s Fee unpaid at maturity, or when the entire amount of
this Note is otherwise due and payable, as a result of
acceleration, or otherwise, or after default, shall thereafter
accrue default interest at a rate of five percent (5%) (the
"Delinquency Rate"). The Delinquency Rate shall be effective both
before and after any judgment as may be rendered in a court of
competent jurisdiction provided,
however, that if such Delinquency Rate is deemed to be
interest in excess of the amount permitted to be charged to
Borrower under applicable law, Lender shall be entitled to collect
a Delinquency Rate only at the highest rate permitted by law, and
any interest actually collected by Lender in excess of such lawful
amount shall be deemed a payment in reduction of the Principal
Amount then outstanding under this Note and shall be so
applied.


 


6.       In
the event this Note is turned over to an attorney at law for
collection after default, in addition to the Maturity Obligations,
Lender shall be entitled to collect all costs of collection,
including but not limited to reasonable attorneys' fees, incurred
in connection with protection of, or realization of, collateral or
in connection with any of Lender's collection efforts, whether or
not suit on this Note is filed, and all such costs and expenses
shall be payable on demand.


 


7.       No
failure on the part of Lender or other holder hereof to exercise
any right or remedy hereunder, whether before or after the
happening of a default shall constitute a waiver thereof, and no
waiver of any past default shall constitute waiver of any future
default or of any other default. No failure to accelerate the debt
evidenced hereby by reason of default hereunder, or acceptance of a
past due installment, or indulgence granted from time to time shall
be construed to be a waiver of the right to insist upon prompt
payment thereafter or to impose late charges retroactively or
prospectively, or shall be deemed to be a novation of this Note or
as a reinstatement of the debt evidenced hereby or as a waiver of
such right or acceleration or any other right, or be construed so
as to preclude the exercise of any right which Lender may have,
whether by the laws of the State of California, by agreement or
otherwise; and Borrower and each endorser or guarantor hereby
expressly waives the benefit of any statute or rule of law or
equity which would produce a result contrary to or in conflict with
the foregoing. This Note may not be changed orally, but only by an
agreement in writing signed by the party against whom such
agreement is sought to be enforced.


 


 




 








 






 


8.       Borrower,
for itself and its successors and assigns, and each endorser or
guarantor of this Note, for its heirs, successors, and assigns,
hereby waives presentment, protest, demand, diligence, notice of
dishonor and of nonpayment, and waives and renounces all rights to
the benefits of any statute of limitations and any moratorium,
appraisement, exemption, and homestead now provided or which may
hereafter be provided by any federal or state statute, including
but not limited to exemptions provided by or allowed under the
Bankruptcy Reform Act of 1978, both as to itself and as to all of
its property, whether real or personal, against the enforcement and
collection of the obligations evidenced by this Note and any and
all extensions, renewals, and modifications hereof.


 


9.       It
is the intention of the parties to conform strictly to applicable
usury laws from time to time in force, and all agreements between
Borrower and Lender, whether now existing or hereafter arising and
whether oral or written, are hereby expressly limited so that in no
contingency or event whatsoever, whether by acceleration of
maturity hereof or otherwise, shall the amount paid or agreed to be
paid to Lender or the holder hereof, or collected by Lender or such
holder, for the use, forbearance, or detention of the money to be
lent hereunder or otherwise, or for the payment or performance of
any covenant or obligation contained herein or in any other
document evidencing, securing, or pertaining to the indebtedness
evidenced hereby, exceed the maximum amount permissible under
applicable usury laws. If under any circumstances whatsoever
fulfillment of any provision hereof, at the time performance of
such provision shall be due, shall involve transcending the limit
of validity prescribed by law, then ipso facto, the obligation to be
fulfilled shall be reduced to the limit of such validity; and if
under any circumstances Lender or other holder hereof shall ever
receive an amount deemed interest, by applicable law, which would
exceed the highest lawful rate, such amount that would be excessive
interest under applicable usury laws shall be applied to the
reduction of the principal amount owing hereunder and not to the
payment of interest, or if such excessive interest exceeds the
unpaid principal amount and other indebtedness, the excess shall be
deemed to have been a payment made by mistake and shall be refunded
to Borrower or to any other person making such payment on
Borrower's behalf. The terms and provisions of this paragraph shall
control and supersede every other provision of all agreements
between Lender and Borrower and any endorser or guarantor of this
Note.


 


10.       This
Note shall be governed by and construed under the laws of the State
of California. Borrower hereby submits to personal jurisdiction
within State of California for the enforcement of Borrower's
obligations hereunder, and waives any and all personal rights under
the law of any other state to object to jurisdiction within the
State of California for the purposes of litigation to enforce such
obligation of Borrower.


 


IN
WITNESS WHEREOF, Borrower, intending to be legally bound hereby,
has caused this Note to be duly executed the day and year first
above written.


 


 


BORROWER


 


 


By:          
/s/ Robert Van
Boerum


Name:     
Robert Van Boerum


Its:           Chief
Executive Officer